Salarius Announces Pricing of $9.6 Million Underwritten Public Offering

On February 7, 2020 Salarius Pharmaceuticals, Inc. (Nasdaq: SLRX), a clinical-stage oncology company targeting the epigenetic causes of cancer, reported the pricing of an underwritten public offering for gross proceeds of approximately $9.6 million, prior to deducting underwriting discounts and commissions and offering expenses payable by Salarius (Press release, Salarius Pharmaceuticals, FEB 7, 2020, View Source [SID1234554214]).

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The offering is comprised of 7,101,307 Class A Units, priced at a public offering price of $1.15 per unit, with each unit consisting of one share of common stock and a five-year warrant to purchase one share of common stock at an exercise price of $1.15 per share, and 1,246,519 Class B Units, priced at a public offering price of $1.15 per unit, with each unit consisting of one share of Series A convertible preferred stock and a five-year warrant to purchase one share of common stock with an exercise price of $1.15 per share. The convertible preferred stock issued in this transaction includes a beneficial ownership limitation on conversion, but has no dividend rights (except to the extent that dividends are also paid on the common stock), liquidation preference or other preferences over common stock, and has no voting rights. The conversion price of the Series A convertible preferred stock in the offering as well as the exercise price of the warrants are fixed and do not contain any variable pricing features or any price-based anti-dilutive features. The securities comprising the units are immediately separable and will be issued separately.

The closing of the offering is expected to take place on or about February 11, 2020, subject to the satisfaction or waiver of customary closing conditions. In addition, Salarius has granted the underwriter a 45-day option to purchase up to 1,252,173 additional shares of common stock and/or warrants to purchase up to 1,252,173 shares of common stock at the public offering price per share and per warrant, less underwriting discounts and commissions.

Salarius intends to use the net proceeds from this offering for general corporate purposes, including working capital.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE American: LTS), is acting as sole book-running manager in connection with the public offering.

The securities were offered pursuant to a registration statement on Form S-1 (File No. 333-235879), which was declared effective by the United States Securities and Exchange Commission ("SEC") on February 6, 2020, and an additional registration statement filed pursuant to Rule 462(b), which became effective on February 7, 2020.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A final prospectus relating to this offering will be filed by Salarius with the SEC. When available, copies of the final prospectus can be obtained at the SEC’s website at www.sec.gov or from Ladenburg Thalmann & Co. Inc., Attn: Prospectus Department, 277 Park Avenue, 26th Floor, New York, New York 10172, by calling (212) 409-2000.

Entry into a Material Definitive Agreement.

On February 7, 2020, Syndax Pharmaceuticals, Inc. (the "Company") reported that it has entered into a loan and security agreement (the "Loan Agreement") with Hercules Capital, Inc. ("Hercules"), which provided for aggregate maximum borrowings of up to $30.0 million, consisting of (i) a term loan of up to $20.0 million, which was funded on February 7, 2020, and (ii) subject to Hercules’ investment committee approval, an additional term loan of up to $10.0 million, available for borrowing from February 7, 2020 to December 15, 2020 (the "Tranche 2 Advance") (Filing, 8-K, Syndax, FEB 7, 2020, View Source [SID1234554092]). Borrowings under the Loan Agreement bear interest at an annual rate equal to the greater of (i) 9.5% or (ii) 5.10% plus the Wall Street Journal prime rate.

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Borrowings under the Loan Agreement are repayable in monthly interest-only payments through October 1, 2021, or April 1, 2022 if the Phase 3 clinical trial of entinostat (E2112) in patients with advanced hormone receptor positive, human epidermal growth factor receptor 2 negative, breast cancer has achieved the primary efficacy endpoint sufficient to file an NDA as the next step in clinical development ("Performance Milestone"). After the interest-only payment period, borrowings under the Loan Agreement are repayable in equal monthly payments of principal and accrued interest until the maturity date of the loan, which is either (i) September 1, 2023, or (ii) March 1, 2024 upon achievement of the Performance Milestone (the "Maturity Date"). At the Company’s option, the Company may prepay all, but not less than all, of the outstanding borrowings, subject to a prepayment premium equal to (i) 2.0% of the principal amount outstanding if the prepayment occurs during the first year following the applicable loan being funded, (ii) 1.5% of the principal amount outstanding if the prepayment occurs during the second year following the applicable loan being funded, and (iii) 1.0% of the principal amount outstanding at any time thereafter but prior to the Maturity Date. In addition, the Company paid a $100,000 facility charge upon closing and will pay a $50,000 facility charge in connection with the Tranche 2 Advance. The Loan Agreement also provides for a final payment, payable upon maturity or the repayment in full of all obligations under the agreement, of up to $998,000.

Borrowings under the Loan Agreement are collateralized by substantially all of the Company’s and its subsidiaries personal property and other assets, other than its intellectual property. The Loan Agreement includes a minimum cash covenant of $12.5 million that applies commencing on September 30, 2020, subject to reduction upon satisfaction of certain conditions as set forth in the Loan Agreement. In addition, the Loan Agreement includes customary affirmative and restrictive covenants and representations and warranties, including a covenant against the occurrence of a "change in control," financial reporting obligations, and certain limitations on indebtedness, liens (including a negative pledge on intellectual property and other assets), investments, distributions (including dividends), collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, and deposit accounts. The Loan Agreement also includes customary events of default, including payment defaults, breaches of covenants following any applicable cure period, the occurrence of certain events that could reasonably be expected to have a "material adverse effect" as set forth in the Loan Agreement, cross acceleration to third-party indebtedness and certain events relating to bankruptcy or insolvency. Upon the occurrence of an event of default, a default interest rate of an additional 5.0% may be applied to the outstanding principal balance, and Hercules may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement.

Celgene drugs drive BMS to a buoyant Q4, but Opdivo stalls

On February 7, 2020 BMS reported completed its merger with Celgene in November, enough time to help its revenues rise 33% to $7.95bn for the period, up from just under $6bn a year earlier, thanks to the contribution of drugs like blockbuster blood cancer drug Revlimid (lenalidomide) (Press release, Celgene, FEB 7, 2020, View Source,_but_opdivo_stalls_1324495 [SID1234554064]).

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Investors responded warmly to the figures, sending BMS’ share price up 3%, though it would likely have been a different story if the Celgene deal hadn’t come through in time.

Opdivo (nivolumab) grew modestly for the full-year, but declined 2% in the fourth quarter to $1.76bn after a slowdown throughout the year that BMS said stemmed largely from reduced sales in second-line non-small lung cancer (NSCLC).

The reason? First-line use of rival checkpoint inhibitors – mainly Merck & Co’s Keytruda (pembrolizumab) – have reduced the opportunity for later-line chemotherapies in this form of cancer, as well as some other tumours like small cell lung cancer and head and neck cancer.

BMS chief executive Giovanni Caforio said on a conference call that he expects Opdivo to return to growth in 2020, providing it gets additional launches in new indications, including first-line NSCLC.

That hinges on two studies – CheckMate-227 and CheckMate-9LA – which involved a combination of Opdivo with low-dose Yervoy (ipilimumab), its CTLA4 inhibitor.

BMS was forced to withdraw its filing in the EU based on the CheckMate-227 trial after the EMA said protocol changes had made the data uninterpretable, but its still under review in the US with an FDA verdict due in May.

Full data from CheckMate-9LA is due for presentation later this year, but BMS said in October it had met its main objective of improving overall survival.

"While we’re disappointed by the position taken by the CHMP, we continue to view the combination of Opdivo and Yervoy as a differentiated regimen with the potential for long-term survival and one that should be available to patients globally," said Caforio on the call.

Revlimid brought in almost $1.3bn between 20 November – when the takeover completed – and the end of the year, but it is facing the loss of patent protection in the US in 2023 and generics are already being launched in Europe.

Thankfully for BMS, it wasn’t only Celgene’s drugs that caused the revenue surge. BMS’ well-established anticoagulant Eliquis (apixaban) had another strong quarter with a 19% rise to just over $2bn, while multiple myeloma drug Empliciti (elotuzumab) grew by more than a third to $94m.

Meanwhile, Caforio is confident that Opdivo’s expected return to growth – plus a series of upcoming launches like multiple sclerosis drug ozanimod, Reblozyl (luspatercept) in myelodysplastic syndrome (MDS) and its CAR-T therapy franchise headed by liso-cel for B-cell lymphomas – sets the company up well for the future.

"The company is in a strong position and this is reflected in the performance of our business and the outlook we are providing today," he said. The company is predicting that full-year 2020 revenues will be between $40.5bn and $42.5bn.

eHealth, Inc. to Announce Fourth Quarter and Fiscal Year 2019 Earnings Results on February 20 at 5 p.m. Eastern Time

On February 7, 2020 eHealth, Inc. (Nasdaq: EHTH), a leading private online health insurance exchange in the United States, reported that the company plans to release fourth quarter and fiscal year 2019 financial results on February 20, 2020 (Press release, eHealthInsurance, FEB 7, 2020, View Source [SID1234554060]).

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Chief Executive Officer Scott Flanders and Chief Financial Officer Derek Yung will host the earnings conference call beginning at 5 p.m. Eastern Time on February 20th to discuss these results.

Individuals interested in listening to the conference call may do so by dialing (877) 930-8066 for domestic callers and (253) 336-8042 for international callers. The participant passcode is 1180328.

A telephone replay will be available two hours following the conclusion of the call for a period of 7 days and can be accessed by dialing (855) 859-2056 for domestic callers and (404) 537-3406 for international callers. The call ID for the replay is 1180328. The live and archived webcast of the call will also be available on the company’s website at www.ehealth.com under the Investor Relations section.

Elios Therapeutics Presents New Phase IIb Data for Personalized Cancer Vaccine in High-Risk Melanoma Patients at the 2020 ASCO-SITC Clinical Immuno-Oncology Symposium

On February 7, 2020 Elios Therapeutics, a biopharmaceutical company developing innovative personalized therapeutic cancer vaccines, reported that the Company presented a subgroup analysis of the prospective, randomized, double-blind, placebo-controlled Phase IIb clinical trial evaluating its personalized tumor lysate, particle-loaded, dendritic cell (TLPLDC) vaccine, in patients with Stage III and IV resected melanoma (Press release, Elios Therapeutics, FEB 7, 2020, View Source [SID1234554058]).

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In the study, 144 participants were randomized to receive either the vaccine or placebo to prevent recurrence. The vaccines were initiated within three months of completion of standard of care therapy at 0, 1, 2, 6, 12, and 18 months. The protocol was amended to allow concurrent treatment with checkpoint inhibitors once approved for the adjuvant setting. The primary endpoint was 24-month disease-free survival (DFS). This pre-specified sub-group analysis examined efficacy by stage, immunotherapy, and checkpoint inhibition. The analysis was performed on the intent-to-treat (ITT) population and per treatment (PT) population, which included all patients who completed the primary TLPLDC or placebo vaccine series at six months.

In the PT analysis, 24-month DFS improved among Stage IV patients in the TLPLDC vaccine group compared to placebo (73.0% vs. 0%; p=0.002) representing a statistically significant and clinically meaningful reduction in the relative risk of disease recurrence for these patients. An improvement was also seen in the ITT analysis (43.0% vs. 0%; p=0.098). Stage IV patients were more likely to receive checkpoint inhibitor therapy (50% vs. 26%, p=0.003). At the 24-month assessment, a difference in DFS between the vaccine and placebo arms was not observed in Stage III patients. Patients with Stage III disease often take longer to experience a recurrence than patients with Stage IV disease, therefore a 36-month assessment of DFS will determine the effect of treatment in this population.

Additionally, while not statistically significant due to the sample size, a clinically meaningful improvement in 24-month DFS was observed between patients receiving the vaccine in combination with standard-of-care checkpoint inhibitors versus checkpoint inhibitors alone.

"Patients with Stage III and IV melanoma who have completed initial treatment have a very high risk of having their disease return, representing a serious unmet medical need," said Mark B. Faries, M.D., co-director of the Melanoma Program and head of Surgical Oncology at The Angeles Clinic and Research Institute, an affiliate of Cedars-Sinai and principal investigator of the study. "Achieving a 73 percent disease-free survival rate in this extremely challenging stage of disease is significant. Importantly, in this study we see that checkpoint inhibitors, when combined with a cell-based vaccine like TLPLDC, may produce a synergistic anti-tumor response. The goal of this type of approach is to increase patient responses and prevent disease recurrence."

As previously reported, treatment with the TLPLDC vaccine was well-tolerated with 31.7 percent of placebo patients and 35.9 percent of TLPLDC patients experiencing a related adverse event, the majority of which were grade 1 or 2. The study will continue as designed to achieve the 36-month landmark secondary endpoints of DFS and overall survival (OS), which are anticipated in June 2020.

"Based on the encouraging data from this study, and recent End-of-Phase II discussions with the FDA, we are planning for a registration-enabling study of the TLPLDC vaccine in this high unmet need population of patients with Stage III and IV melanoma," said Buddy Long, chief executive officer of Elios Therapeutics. "We continue to focus on our mission to bring this safe and effective treatment to patients with melanoma as soon as possible."

The TLPLDC vaccine is a personalized treatment that is created using a patient’s own blood and tumor cells. Samples are collected at resection, frozen, and sent to the lab where they are used to create autologous tumor lysate, which is loaded into yeast cell wall particles (YCWP). This combination is then introduced to the patient’s dendritic cells, leading to the creation of the final TLPLDC vaccine. The time from resection to injection of the vaccine takes approximately three weeks.

Melanoma is more likely to grow and spread than other types of skin cancer. When diagnosed and treated at an early stage, melanoma has a high cure rate, however patients with later stages of the disease carry a high risk for melanoma recurrence because some melanoma cells can remain in the body, even after surgery. In the U.S, the incidence of melanoma has increased over the past decades, with 91,270 estimated new cases and 9,320 related deaths in 2018.1

Presentation Details:

Poster C10 (Abstract #63) – Multi-institutional, prospective, randomized, double-blind, placebo-controlled phase IIb trial of the tumor lysate, particle-loaded, dendritic cell (TLPLDC) vaccine to prevent recurrence in high-risk melanoma patients: a subgroup analysis. Friday, February 7, 2020 – Poster Session B at 11:30 AM – 1:00 PM EST and 6:00 PM – 7:00 PM EST
The poster can be accessed here.

About the Phase IIb TLPLDC Study
This Phase IIb study is a prospective, randomized, double-blind, placebo-controlled trial designed to evaluate the safety and efficacy of the TLPLDC (tumor lysate, particle-loaded, dendritic cell) vaccine in patients with resected Stage III and IV melanoma. The primary endpoint of the trial is two-year disease-free survival (DFS).

In the study, 144 participants were randomized to receive either the vaccine or placebo to prevent recurrence. TLPLDC or placebo vaccines were initiated within three months of completion of standard of care (SoC) therapies and were given at 0, 1, 2, 6, 12, and 18 months. The protocol was amended to allow concurrent checkpoint inhibitor therapy once approved for the adjuvant setting. Study participants were followed for recurrence per SoC. The primary efficacy analysis was performed on the intent-to-treat (ITT) and the per treatment (PT) populations as co-primary analyses given the high early recurrence rate often seen in patients with advanced melanoma. Secondary endpoints include 36-month DFS and overall survival (OS) which will be compared between the vaccinated and control groups.

About TLPLDC
The TLPLDC (tumor lysate, particle-loaded, dendritic cell) vaccine is a unique type of immunotherapy, both in how it is made and how it is delivered. The vaccine is personalized, meaning it is made from a patient’s tumor and blood. Every patient’s tumor has a unique antigenic profile unlike any other, and dendritic cells found in the blood are the most potent antigen-presenting cells in the body. Once TLPLDC is administered, it delivers the patient’s complete repertoire of tumor antigens to the immune system, creating a dual innate and adaptive immune response, activating fighter T cells, and triggering the immune system to recognize, and seek out and destroy any cells containing the antigens and specific mutations from their tumor.

Historically, autologous cancer vaccines have been rather onerous to develop, sometimes taking months between the tumor biopsy and administration. Elios has simplified the process so the time from resection to injection is approximately two weeks. This makes the vaccine highly feasible and will ultimately be easy for community and academic oncologists to adopt into their practices.

The TLPLDC vaccine is currently being studied as a monotherapy and in combination with standard-of-care checkpoint inhibitor therapies in a Phase IIb clinical trial for the treatment of late-stage melanoma at leading academic cancer centers in the United States.